Exhibit 3.1



                          CERTIFICATE OF INCORPORATION

                                       OF

                                   UPROAR INC.


                                   ARTICLE I.

         The name of this Corporation is Uproar Inc.

                                  ARTICLE II.

         The address of the registered office of the Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

                                  ARTICLE III.

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

                                  ARTICLE IV.

         The name of the Corporation's incorporator is Clem Turner and the
incorporator's mailing address is c/o Brobeck Phleger & Harrison, 1633 Broadway,
47th Floor, New York, NY 10019.


                                   ARTICLE V.

         The total number of shares which the Corporation is authorized to issue
is one thousand (1,000) shares of Common Stock, $0.01 par value.

                                  ARTICLE VI.

         A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article to authorize corporation action
further eliminating or limiting the personal liability of directors then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law as so amended.

         Any repeal or modification of the foregoing provisions of this Article
VI by the stockholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation existing at the time of such
repeal or modification.

                                  ARTICLE VII.

         The Corporation, through its Board of Directors, reserves the right to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this reservation.

                                 ARTICLE VIII.

         Election of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.

                                  ARTICLE IX.

         The number of directors which shall constitute the whole Board of
Directors shall be fixed from time to time by, or in the manner provided in, the
Bylaws or in an amendment thereof duly adopted by the Board of Directors or by
the stockholders.

                                   ARTICLE X.

         Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                  ARTICLE XI.

         Except as otherwise provided in this Certificate of Incorporation, in
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to make, repeal, alter, amend and rescind
any or all of the Bylaws of the Corporation.

                                  ARTICLE XII.

         The Corporation expressly elects not to be governed by Section 203 of
the Delaware General Corporation Law.

         IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Incorporation this 16th day of December, 1999.




                                                 -------------------------------
                                                 Clem Turner, Incorporator